Spider-Man: Revenge of the Nerd
by cornholio4
Summary: As Peter Parker tries to get through life at Midtown High and as Spider-Man, events happen which forces him to fight a classmate turned villain: Charlie Weiderman. Peter Parker/Missy Kallenback.
1. Prologue

**Chapter 1: Prologue**

It was just another day in the Parker household in Queens, New York as a boy with brown hair, light blue short sleeved shirt and blue jeans had just got changed in his room and got his backpack. Running down the stairs sixteen year old Peter Parker said goodbye to his guardian and aunt May Parker as she was watching the news on the television. Peter had a glimpse of it before he left. As the news reporter was talking on the top left hand corner of the screen was the headshot of a thin redheaded man that had some sort of crazed smirk on his face. " _it was just yesterday morning when convicted serial killer Cletus Kasady had escaped from the Ravencroft Institute, it was later that afternoon that Mr Kasady was stopped from starting another killing spree when he was apprehended by Spider-Man. The costumed vigilante caught Mr Kasady when he had attempted to lay siege onto an Oscorp lab, Mr Kasady was knocked out and given to police before Spider-Man had slang away._ " the news reporter said as the right hand corner of the screen showed a picture of Spider-Man.

Peter had a small smile on his face at the news report as he went on his journey to school, " _Stopped a crazy killer before he could take any more lives, maybe Jameson will cut me some more slack now... not even in my head does that sound believable._ " Peter mused in his head as he arrived at Midtown High. Looking around he saw that several people were reading about Spider-Man's capture of Kasady on their phones or showing internet videos taken of Spider-Man giving Kasady to the police.

Walking to the entrance he stopped when he saw a blonde haired boy his age with glasses, a green collared shirt and brown pants lying face first on the grass. "What happened now Charlie?" Peter asked the boy concerned, the boy being fellow classmate Charlie Weiderman. Charlie and his family had moved into Peter's neighbourhood during the freshman year last year and he had also transferred to Peter's school as well.

"Just Rich again trying to show off in front of Sheila." Charlie said looking quite angry; Rich was a jock in their class who liked to bully the weaker kids. He was one of several tormentors of Charlie.

"You should try telling him off; call the teachers or your parents about him and the others." Peter said in a concerned tone of voice, Peter did get picked on at the school himself but Charlie had it much worse than Peter and the other weak kids and nerds at Midtown High. Charlie pushed him and said "I can deal with them on my own Peter and I don't need your sympathies." Charlie then stormed off leaving Peter standing there.

"Parker, looks like Weiderman thinks that he does not need you as his bodyguard." Laughed big blonde haired boy. Peter glared at him, and yelled "mind your own business _Eugene_!" the boy looked angry at the use of the name and then ran through the doors and Peter entered as well. The boy was Eugene "Flash" Thompson who was the biggest tormentor of both Peter and Charlie.

After his first class which was biology Peter was putting stuff in his locker which had a picture of his late uncle Ben in it when he heard a voice "was nice of you to help Charlie like that, he could be a little bit more appreciated though." He then turned and saw a girl with glasses, brown haired tied up at the back, silver zipped up top, jeans and a pink sleeveless jacket over it. It was fellow classmate Missy Kallenback who had began looking up to Peter after he stood up for her when she was being taunted by Flash. "Charlie just needs to get used to people helping him with his problems, I think he just needs time." Peter answered with a smile.

After asking him what he was thinking of doing after school today, "Well I was thinking of looking around New York for a bit, get the finishing touches done on my report of Wakanda that's due tomorrow and maybe look at my Babylon 5 DVDs later." Peter told her and she looked like she wanted to say something. " _I plan on travelling around New York using a web and wearing a red and blue costume but no reason for her to know that._ " Peter thought in his head and Peter saw the time on a clock on the wall. "Sorry Missy but don't want to be late to class." Peter told Missy as he headed to his next class. Missy muttered something furiously as she had a piece of paper in her that had something she had wrote and practiced reading to herself:

 _Peter, do you want to hang out at the cafe later?_

A blonde girl caught up with Missy, she was Missy's best friend Ursula Ditkovich. "Don't worry Missy; I am sure you will have the courage to ask him out before the year is gone." Ursula told missy with a smile on her face and Missy just sighed.

"Maybe you're right Ursula but I doubt it will happen this week or something." Missy said as the duo headed to their next class. " _Peter now has the courage to stand up to Flash and the others, wish I had the same amount of courage when I am trying to ask him out on something._ " Missy thought in her head.

*SM:ROTN*

After school that day Charlie Weiderman planned his route home carefully, being careful not to be seen by any of his tormentors and changed his route when he saw there was a chance that they might spot him. After finally reaching his house he entered and said hello to his mum and dad who were watch a TV news report of a press conference by champion wrestler Joseph 'Crusher' Hogan. "Going to my room to work on something." Charlie told them as he got his sketchbook out.

" _Stupid jocks at the school, perhaps I should start figuring out ways to teach them a lesson._ " Charlie mused in his head as he thought about getting his scientific brain noticed by some big shot company and then getting a scholarship into a big school for geniuses. Then it would lead to him becoming a respected scientist earning enough money and fame that he would stick in the faces of his tormentors at school. " _First I need to think of some big idea that would get noticed by those hot shot schools._ " Charlie thought in his head and while holding his pencil he then pondered on ideas for his big attention seeking project.

" _What can I come up with: some sort of serum, armor or clean energy source? Maybe I could build some sort of weapon or something..._ " Charlie thought as he began burying his head in frustration.

" _I need to think of something, and it needs to be big..._ "

 **I have been wanting to do a story with Charlie for quite some time but like in Amazing Spider-Man 2 with Harry I will be building up his turn to villainy, plus i wanted to give another try of doing a story pairing Peter with Missy from Amazing Spider-Man 2. Before you wonder Ursula came from the Sam Raimi trilogy and since they both shared similar roles of minor girls who like Peter I decided to make them friends in here. One more thing: the title was the best I could come up with so if anyone has a better idea for the name, I am open to replacing the title with a suggestion that I like.**


	2. Normal School Day

**Chapter 2: Normal School Day**

"...Wakanda's ruled by a hereditary monarchy system with the ruler possessing the ceremonial title of 'the Black Panther'. Wakanda's current ruler and holder of the Black Panther title is T'Challa..."

The next morning Charlie sat in his seat during Geography class, he had no luck coming with his big idea. He was also picked on by his usual tormentors on his way to school today, which was laying heavily onto his mind as he listened to Peter giving his report on Wakanda to the whole class. The homework assignment was to pick a country and do a researched report that they would give to the class. He had already given his report where he had picked Sokovia and others were still waiting to give their reports.

"Wakanda is well known for their huge supply of the rare substance Vibranium which is incorporated into their technology, weapons..."

Charlie listened as Peter explained how Vibranium in sold form could absorb any impact, when Peter was done Charlie done a little clap and among those clapping the most enthusiastically was Missy, Ursula and the teacher. "Well done Mr Parker, next up is Carl King." The teacher said as Peter sat back down and Charlie did not really pay attention as King another tormentor of his gave his report. He was thinking about Vibranium which was mentioned in Peter's report.

" _If I had access to a substance like Vibranium, perhaps then I could come up with some sort of big idea._ " Charlie thought in his head as he was going out the door at the end of the class. Coming up with a big new idea for science was not easy if you did not have that much resources.

Missy with Ursula not that far behind her, passed Charlie and walked up to Peter. "I liked your report Peter..." Missy said and seemed to be startled for words until she looked to Ursula for advice who motioned her to keep going. "Well tomorrow after school, do you want to go with me to a tour that Horizon Labs is holding?" Missy then asked and Peter remembered reading about that in the paper recently. Max Modell the founder and owner of Horizon Labs was a big science hero to Peter and he knew he had to make time to go check it out sometime.

" _Besides dealing with the Enforcers and the Beetle yesterday, I think I could enjoy myself today and I could always go back on patrol when we are done._ " Peter thought and told Missy "sure Missy, maybe we can meet eachother side Horizon Labs' building at about...how does five sound?" Peter asked and Missy nodded enthusiastically saying he will meet him there.

After Peter left to go to his next class Ursula turned to face Missy and began congratulating Missy on finally managing to get a date with Peter, "don't think it will count as a date but it's a start." Missy said smiling only to turn to shock as she saw Rich shove Rich into a garbage can. After Rich walked away laughing Peter shouted angrily at Rich's direction as he helped Charlie out only for him to swat Peter's hand off him angrily and then storm off.

Missy then glared furiously at Charlie's direction, "Wish he would stop being so ungrateful towards Peter for helping him..." Missy told Ursula wondering in her head if Charlie would accept ever accept any help that was being offered to him by Peter. Charlie paid Peter, Missy and Ursula no need as he just went to his locker for the books that he would need for his next class.

After school he pulled out from his backpack a brown hooded jacket and put it on with the hood up as he ran from the school trying not to be noticed by any of his tormentors. After being sure he had lost them he had began walking to a long abandoned warehouse which had some left over science equipment that he had found about a year ago and had been secretly it to conduct any science experiments he had come up with but so far all of them had been duds. He knew that his parents would not want him trying any potentially dangerous experiments especially unsupervised so he would not tell them about his 'work' here and would text them that he was merely taking a walk outside.

He looked around and at the sight of crinkled up pieces of paper on the ground, all of them had been ideas and plans he had to scrap due to not having any way to pull them off. Suddenly Charlie remembered that when he was being thrown into the garbage can at school he had heard Missy talking to Peter about the tour of Horizon Labs and thought that it might give him ideas.

" _One day I will be a bigger name in science than Reed Richards, Max Modell, Hank Pym and Tony Stark combined and then I will make Rich regret ever crossing me._ " Charlie thought bitterly as he went back to seeing if he could come up with any ideas on his own. His time will come, but unfortunately it was not coming soon enough.

*SM:ROTN*

A week ago...

Inside the New York prison Ryker's Island was an old man with white balding hair and an orange jumpsuit. This name was Phineas Mason and he was the criminal inventor known as the Tinkerer. He had gotten into prison because of Spider-Man and he was planning revenge if he ever got his chance. Suddenly as he was contemplating his thoughts a guard came and opened the door saying that someone he was being released, confused and perplexed he followed the guard of the cell and out of the cell blocks area. After getting his gear and being let out he was approached by several men in business suits as they went in the boat that would take them off the island.

Looking over him Mason calmly asked "whoever you are I must thank you for doing whatever you did to release me but I can't help but imagine there is some sort of ulterior motive that you might have for doing so." The men smirked figuring he would figure that out if he was as smart as they had been told.

"Our boss 'the Owl' has some powerful connections and he had arranged for your release so that you can help in a job that he intends to pull off." One of the men in suits told him. "You see he has a job that he plans to do and you will get more information when you meet the Owl himself, do this and not only will you be paid handsomely but you will get some help should you wish to pursue a vendetta with Spider-Man." The man continued and Phineas then smirked at this just about making his decision whether to accept the offer that these men were giving him.

 **The thing of Charlie using a warehouse for his sort of hideout, I decided this against him using a storage facility like 'Professor Chaos' did in the South Park episode the Coon and can be visited in South Park: the Stick of Truth. Sorry for the short length but I will try and make the next chapters longer.**


	3. Arriving at the Tour

**Chapter 3: Arriving at the Tour**

The next afternoon at quarter past four Missy was looking into a mirror as she was having her hair brushed. She told her parents that she had invited a guy she liked to a tour of Horizon Labs; her younger sister Mindy teased her about this when she had found out. When she had told her mother that it was Peter she had been ecstatic and said she should invite him over sometime, she had heard of Peter being a nice boy from her neighbour who was a friend of Peter's Aunt May. After fifteen more minutes of getting ready she told her parents she was going now so she could get to the Horizon Labs building on time.

She had arrived there with about five minutes to spare, "Hi Missy." Peter said walking up to her and she had smiled but looked around his shoulder and noticed a familiar person. "Isn't that Charlie?" Missy asked and Peter looked behind him and saw Charlie wearing his jacket with the hood up so he would not be noticed by any of the bullies he was walking into the entrance and Peter and Missy followed in behind him. Missy glared slightly at Charlie's direction still not happy about the rude dismissal he would give to any Peter's offers to help him deal with his bullying problem.

*SM:ROTN*

An hour later at the back of the building was a big man with orange hair, a goatee, a blue collared short sleeved shirt and brown pants talking to some men in containment suits as they were opening a van filled with various canisters of different sizes. "This chemicals cost a pretty penny, especially the Vibranium but the scientific value of studying it will be great." The man said excitedly, the man being Max Modell.

Max and the men suddenly lifted their hands up in the air as they were surrounded by men with technological guns and then walked up to him was a kid in his late teens with blonde hair and a mostly white and red spandex outfit which included a red belt, red gloves and a green mask which had holes for his eyes, mouth and his blonde hair plus in his hand he was holding a shovel. "Don't care about the stupid science stuff but the Owl is paying us good money for this junk so don't do anything for feel the wrath of the Excavator!"

The armed men began putting the canisters into various sacks and the boy calling himself the Excavator went to the fire exit door and opened it up to see if any security would be coming only to run into Peter's tour group who were shocked to see the kid dressed like a supervillain. His eyes went to Peter, Missy and Charlie's direction and he grinned, "Well if it isn't Kallenback, Puny Parker and Weirder-Man." The Excavator said laughing to himself as the eyes of the other three teens widened.

"Calusky?" Peter and Missy muttered at the same time, Ricky Calusky was a student at Midtown High about two years older than them who was one of the many tormentors of Peter and Charlie but one of his stunts got him expelled last year, last Peter had heard of him was that two months ago in the Daily Bugle his grandparents filed a police report that he had ran away. "Calusky why do look like you raided a costume shop and why are you trying to rob a company using a shovel?" Peter asked glaring at the older teen with Missy in awe at Peter's courage and Charlie trying to sneak away.

"I recently found it my dad is actually Piledriver of the Wrecking Crew!" Calusky said proudly and Peter recalled that the Wrecking Crew was a team of four costumed supervillains who mainly fought Thor. "I ran away from home and got a shovel with the same magical powers that the weapons that my dad's crew have. I am now the Excavator, my dad's crew got thrown back into prison before I could officially join but the Owl recruited me, my first stop of becoming a big time supervillain!" Calusky said proudly while Peter and Missy shook their heads.

"Yeah I am sure Doctor Doom or Hydra will be so impressed they offer you a job." Peter snarked and before Calusky could counter he saw Charlie trying to run away. He grinned and picked up Charlie by the back of his shirt.

"Weirder-Man will do as a hostage so I suggest you losers run away." Calusky said dragging Charlie back through the fire door. The tour guide began directing everyone to the front exists and after Peter exited he rushed to the nearby alley and took off the backpack he was carrying with him.

"Good thing I decided it is always better safe than sorry..." Peter muttered as he took out wrist devices called Web-shooters which used a web like substance to tie up enemies, hit targets and create webs to sling about New York with, a red full face mask with one big hole for his eyes and a red jumper with a black spider logo on it. He then got changed to it and stuck it to the wall using his web. " _Okay Charlie, I know you don't like me helping you when you are being picked on by a stronger kid but this time you really do need my help...or rather Spider-Man's help._ " Peter thought in his head as he began scaling up the wall as the evacuated people outside of the Horizon Labs building with Missy looking around desperate to see if Peter got out safely.

*SM:ROTN*

Calusky was watching as the police arrived with some security guards but the armed men he had with them were shooting at them as some of the armed men were carrying sacks with the stolen canisters waiting for their getaway ride to arrive as well as keeping Max hostage. Calusky laughed in Charlie's face as he begged him to get him go. "So Pathetic Winey Man." Calusky said laughing in Charlie's face as lifted him up higher by his shirt "when you are stronger than someone and when you have all the power, you can pick on the weak whenever you like and there is nothing anyone can do about it because there is nobody that can stop you from doing it..." Calusky stopped when he heard a sound and paused when he saw that Modell was free with the men holding him hostage knocked out.

Right there was Peter in his costume next to Max, having went in from behind and knocked out the men, "Okay there is so many things wrong with what you just said that I do not know where to begin." Peter laughed as he got into a fighting stance and began using his extra sense called the "Spider-Sense" to dodge the blasts coming from the technological weapons that the armed men were now shooting him with.

Calusky threw Charlie to the ground and said "I will deal with you later Winey-Man, but now I have a spider to squash!" he then held his shovel with both hands and he would be getting ready for a fight, thinking that taking down Spider-Man would be a good way to earn credibility in the supervillain community. Charlie dusted himself off as he got up and began thinking to himself:

" _Calusky gets power so he can be a bigger bully than before and here comes that Spider-freak with powers of his own, what I could do with power like that, maybe I would not be so weak..._ "

 **Have you seen the picture of Tom Holland his old Spider-Man Pyjamas that his mum kept? When I was waiting anxiously to see him with the Spider-Man suit, which was not what I expected! Yeah I am using the wrestling costume from the first Sam Raimi movie though naturally this Spider-Man is much younger than Tobey Maguire's version. If you are wondering why it is because Kevin Fiege said that right now Spider-Man is slinging about in a homemade suit so I decided that while this Spider-Man is still beyond just seeking revenge against Uncle Ben's Killer and have already established himself as a vigilante known to the public: he is still using a homemade suit. Excavator I imagine has some help with the Wrecking Crew with putting his full costume together.**


	4. Fighting the Excavator

**Chapter 3: Fighting the Excavator**

Peter using his Spider sense began dodging the blasts that the men were shooting at him but Calusky charged in and using his shovel managed to get a lucky hit at Peter's head which dazed him long enough to hit him on the head again with the shovel. "I don't know why people make a big deal about you, you are nothing against me!" Calusky taunted but once he gained conscience Peter gave a determined look at Calusky as he got up.

Using his web he got one of the guns from one of the guy's hands and sent it flying to several of the men knocking them out. The ones that were holding sacks of stolen equipment dropped them so they could focus on Peter. "Sorry but many henchmen thought they could take me on and well you can ask them yourselves how it went when you meet them as fellow prisoners at Ryker's." Peter told the men as he ran and jump kicked several of the men knocking them out and punching some more out.

"Sorry Excavator but next time you should find a better place to recruit your henchmen, though I don't think you will get another chance." Peter told Calusky who looked nervous but shook it off, he needed to be strong if he wanted to make his dad proud and become a big league superhero. He could not ruin it all by showing fear in his first encounter with another superhuman.

"You are really going to get it now Spider..." Calusky said preparing his shovel to fight only for Peter to shoot a web at his shovel and dragged it towards him, Calusky still holding onto it screamed as he was dragged into a punch by Peter that knocked him out. Peter was amazed that someone that had the powers of the Wrecking Crew, a group that could match Thor went down easily but he guessed with how dumb Calusky acted then he probably did not know how to put it to good use.

As the police came the remaining men saw how futile further resistance would be with their superhuman knocked out wisely surrendered and put their arms behind their backs to allow the police officers to cuff them. Some minutes later Peter managed not to freak out in excitement as he was approached by Max Modell. "Thank you for you help Spider-Man though it seems some of the material they were stealing are unaccounted for." Max had told him and Peter growled in frustration of the idea that some of the men might have gotten away on his watch.

"I think that poor boy that the so called Excavator was trying to use as a hostage must have gotten away safely." Max said and Peter's eyes widened as he realised that Charlie was nowhere to be seen. "Nice to meet you Mr Modell but I must make my leave now." Peter told him as he started web slinging away to the alley where he kept his bag so he could get changed.

After getting changed he was about to walk home when he realised something. " _Missy, she might be worried where I am since I don't think I saw her when I got out._ " He decided to run to where the civilians were watching outside of the Horizon Labs. He saw his Aunt May there along with Missy's parents who had came over as soon as they saw the news report of an incident happening live at Horizon Labs. "Sorry Aunt May but I got lost when I was trying to get out and when I did find an exit... well it took me a long time to get back here..." Peter explained out loud not sure if his excuse was that believable but Aunt May accepted it okay.

When she let go Missy's mother said "Missy was telling us how worried she was when she could not find you Mr Parker..." Peter then found himself hugged again this time by Missy and both teens blushed when Missy let go. "So glad to see you are alright Peter." Missy said but swatted him on the arm for making her worry that much.

"Sorry our little day out got ruined, maybe we could hang out again... maybe at a restaurant..." Missy asked blushing even harder and mentally kicking herself since she was making it more obvious to him that she was crushing on him. "I guess that would be okay..." Peter said wanting to angry to almost anything if it meant making it up to Missy for having to ditch her so he could stop Calusky as Spider-Man. As they departed with their guardians Missy was excited at another opportunity for a sort of date but knew her mother and sister would annoy her to no end about this. It might be worth it though...

But then in the minds of both teens they then thought about Charlie and was hoping he was okay, the police had assured them that they would make sure to find if their friend was safe and sound. Peter was wishing that Charlie did not had to be dragged into this by Calusky and even though she still was mad at him for how he treated Peter when he was trying to be helpful, she still felt guilty when she spent that time worrying about Peter that she forgot about him.

*SM:ROTN*

"...sorry dad I know you and mum must be worried due to seeing the news live but I got away safely, it's just that I needed some air and a walk to clear my head... yes I will be heading home soon." Charlie said getting a call from his father while he was in the warehouse that was his little hideout. After the call ended he banged his hands on a table angrily.

" _Calusky and the others will never stop picking on me unless I do something, I have a new goal: these new things I am going to come up with... not only will they guaranteed me a big career in science but they will help me make sure NO ONE will ever cross me again..._ " Charlie thought in his head in his head as he put down a sack he was holding filled with various containers. He saw one of the masked men working for Calusky drop it and so he decided to take it with him as he was making his escape.

" _I am sure Horizon will forgive me once they see what I use these for, I can use these to make various compounds and even soldier serums that I might be able to sell to the military... what's this?_ " Charlie thought as he put the containers on the table and saw that several of the containers were marked " **Vibranium** ". After looking over the label for a minute to make sure he was reading it right he then grinned to himself:

" _The things I can do with this, I can come up with science only Wakandans have been able to come up, things are looking up for me for sure..._ "

 **Yeah I am not so good with fight scenes, you know for some time Charlie Weiderman was one of those minor characters that I had been wanting to put into one of my stories for quite some time (I think the previous one on the list was Julie Power from my favourite obscure Marvel team Power Pack but she has appeared in my story Spider-Man: Make Love Not Civil War). Now that I have I think the next on the list would be the Vigilante Squad from the Punisher comics. I want to say since I am excited for the next Marvel Netflix show Jessica Jones especially after looking at the awesome announcement video and I am still psyched to see the Punisher in Daredevil Season 2 (and a recent photo by Jon Bernthaal on twitter eased some fears I had that Frank Castle might not sport his iconic Skull logo, though the picture of him showing the Punisher's weapons was interesting to see)**


	5. Another School Day

**Chapter 4: Another School Day**

The next morning Peter was walking to school thinking about how he did not see Charlie get to safety the other day and that there was stolen dangerous material unaccounted for. On the pavement outside the grass of Midtown High, Peter looked much happier when he saw Charlie walking to the entrance. "Hey Charlie, did not see you yesterday after what had happened. Nice to see you are alright." Peter said with a smile that dropped as Charlie turned around and pushed him away. Of course Peter being a secret superhuman it actually did not have much effect but it still left Peter confused.

"I don't need your stupid condolences Parker, in fact very soon I won't ever need your stupid attempts to try and help me out again." Charlie told him in a harsh tone as he rushed to the school entrance. Peter just looked the confused but decided to keep walking with the thought that it actually was not much different from his usual behaviour (though he was still a bit suspicious at what Charlie meant) and that Charlie must be coping well from his experience with Calusky.

"Okay seriously Charlie needs to get a serious talking to about treating people who are nice to him, I am sorry about what happened to him yesterday but he still doesn't have to keep acting like the jerk he is to you Peter." Said Missy with a look that showed how tired she was of Charlie's behaviour as she and Ursula walked up to him. Peter just smiled at the two, he was thinking that maybe Charlie just needed some time to warm up to those around him and he might open up to him especially with what happened yesterday.

"So the dinner, I know this Chinese restaurant and do you want to go this Saturday?" Peter asked and Missy nodded eagerly. Peter said he would see her and Ursula later. After Peter left Missy gulped when she saw the look on Ursula's face as she bursted with excitement and demanded that she would be given the details of this later.

*SM:ROTN*

"I don't believe it, a man of my genius reduced to doing this stupid work? I would be better off back in my cell, at least there I could have figured out a plan to escape there and I would be free to plan my revenge on Spider-Man without any mob idiots looking over my shoulder" Mason muttered grunting as he was working in the lab that the Owl had given him. The Owl was greatly displeased at the failure of the heist at Horizon Labs. With New York's Kingpin focusing his efforts in fighting the vigilante in Hell's Kitchen who dressed like a devil, the Owl thought that now was the best time to gain territory and build up his empire but now one of the few superhumans he had in his payroll was now in custody.

When he learned that apparently some of the stuff that they were going to steal from Horizon Labs were still unaccounted for, he had his men try to track it down and ordered Mason to build something that would find it. Maybe if he found whoever had done it before the Owl's men did, they could make a deal that could get him out of the Owl's service...

*SM:ROTN*

Later during the day when they were having a free period Missy had just explained about rearranging another day out together to make up for their ruined trip to Horizon Labs. "What you have with Peter this Saturday, I don't care how you try and word it Missy; it's an actual date!" Ursula told Missy and she was not even trying to argue this. Calling it a date was what Mindy and their parents had done, her mum even told her that after school she would be taking her shopping for a dress for her to wear.

When they passed Rich and Shelia talking their moods darkened when they heard what Rich was saying "been a bit bored, wish Parker or Weiderman was here since stuffing them into trashcans could help ease the boredom, the nerds are probably in a library." Ursula told Missy in a soft tone "Ignore them Missy, just think of the couple you and Peter will be: much better than those jerks." Missy's face lightened up a bit, ignore the popular kids and just focus on her second chance to make a good impression on her crush.

But truth be told at that moment Richie was right, both Peter and Charlie were in the library at separate tables. Peter was for his art class drawing a picture of one of his favourite comic book heroes Ricochet along with his late Uncle Ben. The aim of this homework project was to draw a picture of a fictional character and a real life person that inspires him. Charlie however in his notebook was drawing up a formula he was planning and around the formula he was writing was doodles of muscular men along with men in full body orange colored armor.

*SM:ROTN*

In his little warehouse lair Charlie was in a labcoat that he had found around the place, at a table working with test tubes and the various chemicals that he had taken from his little adventure yesterday at Horizon Labs. He was thinking he could start of by attempting to create his own super soldier serum: something that could make someone faster and stronger than the average human. He knew the effects of the serum that created Captain America had never been properly duplicated but he believed it was only because there just needed the right scientific mind that would be able to recreate it and there was no reason that the mind could not be his.

"Okay, I think this might be ready for a test..." Charlie said but paused when he just realised that he had no volunteers to test it on. He needed someone who was willing to take the risks involved in order to be strong and fast, " _Wait a minute, I already have a volunteer..._ " Charlie grinned thinking of the perfect person, someone who was tired of there being people who picked on him for being weak. " _I will wait till Saturday and then I can find a situation I can test this on..._ " Charlie thought his grin deepening.

 **Yeah the part of Ricochet being a comic hero Peter was a fan of, came from the Amazing Spider-Man 2 game.**


	6. Field Test

**Chapter 6: Field Test**

In New York standing tall and high was Avengers Tower the headquarters of the world famous superhero team the Avengers since it was formed ten years ago. Inside the tower right now was billionaire CEO and owner of Stark Industries, Tony Stark who designed the tower and was the Avenger known as Iron Man. Tony stroke his goatee as in his business suit he looked at several holograms of recent news reports. " _Unless they actually grew legs and went away, I don't see how the chemicals could have disappeared. Some thief must have made off with it when no one is look but then why haven't anyone getting world of valuable chemicals including Vibranium being sold on the black market or something..._ " Tony thought in his head reading the reports closely for any clues " _Vibranium the stuff T'Challa's country has a huge supply of and was mixed with Adamantium to form Cap's shield. Still I have to give credit to this Spider-Man; he has got serious moves..._ "

Tony then decided to hold off on this investigation until he could find some more clues, " _Besides if I don't leave now I may not be in time for my meeting with President Ellis at the White House and I must remember to think of something for a wedding present for Cap and Romanoff..._ " Tony said opening up a wall to reveal a bulky electronic suit of silver armor with had red and white color on some of it, mostly the torso and helmet. After putting it on he then went through an open door to the balcony and flew off, pictures of him being taken by onlookers with their phones.

*SMROTN*

A few days later it was now Saturday evening and Peter was waiting outside the Chinese restaurant that he and Missy had agreed to meet outside of. Peter was dressed in a suit and fortunately for him today had been quiet so it did not seem that Spider-Man would be needed so he would be able to enjoy himself today. His jaw dropped when he spotted Missy walking toward him with her hair down and wearing a dark blue dress, he was amazed at how spectacular that Missy looked though he would never had called her ugly before (he would say she was a little cute though).

Missy greatly enjoyed the stunned look on the face of her crush when he looked at her; the dress was what she and her mother had got when they went out shopping and before coming here Mindy pretty much held her hostage in her room while she did Missy's hair. It was a simple dinner (though Missy wanted it to be a date in her mind) and her family was treating it as if she was going to the prom. "Shall we go in now?" Peter asked and Missy slowly nodded as they entered the door and went to find a seat, they noticed Shelia and Rich were there on a date of their own and already eating but Peter and Missy decided to ignore them and not draw attention to themselves. As they were taking a look at the menu, Peter didn't think that anything would go wrong with this night.

*SMROTN*

Charlie was hiding out in the alley next to the same restaurant wearing a hooded jumper (with the hood up) and holding a flash containing the yet to be tested serum that he had made earlier in the week. He was hiding when he saw Shelia and Rich enter the restaurant and was waiting a bit impatiently for their date so he could make his move. " _My first field test and I am so looking forward to this..._ " Charlie grinned as he decided to get himself ready as he opened up the flash of his serum and gulped it all down.

At first his stomach was hurt and he groaned but it did not take long for the feeling to get better and then he felt stronger. He took a nearby trashcan and was able to crumple it into a ball feeling as if it was easy. His grin began going broader and now he was thinking " _Just wait until Rich and Sheila come out, my overdue revenge is coming..._ " while he hated Calusky and Thompson, he had some personal anger at Sheila and Rich.

When he first started high school he had a crush on Shelia and when Rich found out he said that he had a feeling Shelia get the same way. Encouraged Charlie asked her out only to be laughed in his face and Shelia then left with Rich arm in arm with Rich looking back stick his tongue out with him. Angry that he had been set up Charlie then swore that if he ever had the power to get retaliation on his tormentors that they would be the first on his list.

Also in hand was a can of soda he began waiting from his lookout point until he saw Rich and Shelia leaving. He then opened up the soda can, ran and then splashed it onto Rich's suit. Laughing out loud he then allowed them to spot him and went back to the alley with Rich furiously running after him. "Whoever you are, you are so dead..." Rich shouted only to run into a closed fist that punched him and made his nose bleed.

Charlie felt ecstatic at that and followed it up with a punch to Rich's gut and another to his face that knocked him to the ground. Charlie laughed as he began kicking at Rich.

Soon Peter and Missy finished their food and went to the door, "Had a great time Peter, hope we can do it again some other time." Missy told Peter giving him a kiss on the cheek which made him blush. Peter began walking until he saw Charlie kicking at Rich though he did not recognise them.

"Wait, what are you doing..." Peter yelled holding Charlie back by his arms, just because he did not have his Spider-Man suit with him doesn't mean that he did not stop helping people. Charlie was wondering why he was struggling to get out of the grip of the person as it should be easy with his new soldier serum. Rich got to his feet and recognising Peter's face he yelled "thanks Parker..." and then cleared off.

After Peter recognised Rich he then let Charlie go who was furious his victim had gotten away and turned around and saw that was indeed Peter and he began going into full rage. " _Pretending he was trying to be my friend and now he was helping Rich when I was giving him what he deserves, Parker will so pay for this..._ " Charlie then tried to punch Peter but managed to doge it with his spider sense. Confused Charlie kept going for punches but Peter kept dodging them. Feeling weak Charlie then felt his strength leaving him he then ran away. " _How did Parker dodge me so quickly, no matter at the moment. It seems the effects of my serum are temporary, I need to work on it to become permanent if I am going to want the military to buy it when I am older..._ "

Peter wondering who the guy was began walking home; unaware that Missy was staring at him having watched the whole incident.

 **I just realised the chapter numbers I put at the top of chapters are wrong for the last few ones; I will try and remember to fix that soon. Yeah just like in the MCU, there is already an established Marvel universe with the Avengers when Peter got bit by that spider and go this powers. When I am done, do you want to see me do an Avengers story taking place in this exact same universe? Yeah I am a fan of the Captain America and Black Widow pairing thanks to the Ultimate Avengers animated movies which is where I got Cap's shield being made from both Vibranium and Adamantium from. One more thing: Iron Man's armor is the one from the Ultimate Marvel comics. I like the normal one but I wanted to use this one for this story.**


	7. Confrontation

**Chapter 7: Confrontation**

The next morning Peter was fully dressed and decided to spend it reading some of his Ricochet comics, "Peter, can you come down here please?" Peter heard his Aunt May shout from at the bottom of the stairs which he was able to hear through his open door. Peter put the comic he was currently reading down so he could walk downstairs and immediately grew concerned and worried when he saw his Aunt May with several police officers. One of which he recognised as Captain George Stacy who was a guest speaker at his school the last year.

Aunt May motioned them all to the living room and they all sat down while Peter had a feeling of dread rising in his mind, "You are not in trouble, we just need to get a statement form you about what had happened yesterday afternoon." Captain Stacy quickly reassured Peter, it turns out that after Rich told his parents what had happened and they were filing a police report and they wanted Peter's statement as Rich mentioned Peter helping get his assailant off from him.

Peter gave a sigh of relief and said that he was just going home when he decided to help out and due to him having his hood up along with the day's sky becoming darker he did not get a good look of the guy. Once it was written down the officers thanked Peter and then left. "I understand you and this Rich do not get along and yet you still helped him, I am very proud of you Peter." Aunt May told Peter with a smile and Peter was thinking that it must be the first time that he helped stop a criminal without beating the guy up first but he doubted they could find anyone with what little description he was able to give.

Deciding to take a look around New York now Peter then decided to go upstairs and get his backpack which had his Spider-Man suit and Web-Shooters in it, he then went out saying to Aunt May that he was going to be back later. Peter heard someone saying his name and then saw Missy walking up to him. "Had a great time yesterday, when I talked to Ursula on the phone she would not stop pestering me for details..." Missy laughed and then her face became a bit more serious "I saw you helping out Rich in that alley, I like that have the heart to help out even those who are not exactly nice... like Charlie for example..." Missy continued the last bit coming out as a bitter mutter.

"Wait speaking of him, isn't that Charlie there?" Peter asked pointing to Charlie sneaking into the warehouse that was his little hideout. "That place was shut down years ago, why would Charlie go in there?" Peter asked concerned as he and Missy went in to take a closer look.

They looked and saw Charlie at a worktable drawing on some plans, "what good is a serum that doesn't last that long, I need to figure out how to make it longer or permanent. Still I can get back to work on the prototype of the skinsuit armor..." Charlie muttered in frustration and then threw his pencil down. "Parker, Kallenback what are you doing here in my secret lab?" Charlie said jumping in shock when he noticed both Peter and Missy.

"Wait..." Missy said her eyes widening running to an empty Vibranium canister and a large boiling cauldron filled with a dark orange liquid, "Is that Vibranium..." Missy shouted out as Peter and Missy looked at Charlie accusingly as they both remembered something. "At Horizon Labs, the chemicals that went missing... you stole them, didn't you?" asked Missy harshly looking at Charlie who had a panicked face of being caught out.

"I thought these could help me get a head start in a scientist career, you have to understand I wanted to use these for something good, this Vibranium I have plans to come up with something I thought of in the library the other day, a skinsuit armor that could make soldiers invulnerable to harm and right now my current project is a serum that with women work done could create an army of Captain America..." Charlie said but stopped when he saw Missy angrily taking Peter's arm and dragging him to the exit.

"Come on Peter, we are reporting this to the police." Missy told him and Peter gave Charlie a sad nod saying it was what needed to be done. "this is for your own good; working with these chemicals could get you killed!" Missy told him and Charlie's mood went from panicked to anger.

"You are just jealous!" Charlie shouted making both of them stop and turn to him in disbelief, "I am working on some of the soon to be cutting edge of science and you want me shut down, I knew you were just like the others when you decided to but your nose into my business with Rich yesterday..." Charlie stopped as he realized his mistake too late as Peter and Missy turned to Charlie realising what he had just.

"That was you who had beaten up Rich?" Peter asked not being able to imagine how much trouble Charlie will be in now from both Horizon Labs for stealing their stuff and from the police about his assault of Rich. Charlie then became even more angry.

"He had it coming, just like you will have it coming right now if you think you are going to turn me in!" Charlie raged taking a huge jar of his prototype serum and gulping it all down not caring the pain he was in monetarily. Peter felt his Spider Sense go off but was not able to react as Charlie lunged at Missy and picked her up.

Before Peter could stop him Charlie threw Missy to the ground making her drop her glasses and groan in pain. Peter was getting angry at Charlie doing this to someone who actually was happy to be Peter's friend. He did not have time to find a place to do it discretely with Charlie wanting to stop both him and Missy from leaving and going to the police so he opened up his backpack and quickly changed into his Spider-Man stuff and put the rest of his clothes in his backpack and put it back on his back.

Before Charlie could do anything Peter kicked Charlie to the ground and put him into place with web and then helped Missy up who had managed to put her glasses back on. "Peter?" Missy questioned looking up at Peter's masked face; Peter groaned realising that for the first time since getting bit by that spider his secret identity had been found out by someone.

Charlie had used the strength given to him by the serum get the web off and looked at him, " _Parker is Spider-Man?_ " Charlie thought getting even more angry " _So both Calusky and Parker got powers and I got stuck with nothing, he was out thrill seeking and making himself a celebrity while I struggled to think of something to get respect? This is so not fair; he probably plans to hand me in to the police as Spider-Man so he can get more glory while I get arrested... maybe I can take care of him before the effects of my serum run out and then use his blood to help advance my own serum..._ "

 **Next chapter is the end of Charlie and Peter's confrontation here at the warehouse but there is more of this story to come!**


	8. How to End a Villain's Origin

**Chapter 8: How to End a Villain's Origin**

Charlie charged at Peter feeling enraged which Peter managed to dodge with his Spider Sense and when he tried it again Peter sent him back with a kick to his gut. "I can't beleive you were testing something you made with dangerous chemicals on yourself Charlie, that could have killed you. Charlie, even if you never I still consider you a friend so please turn yourself in..." Peter said to Charlie only to be answered with another attempt to charge at him.

"LIAR!" Charlie shouted at Peter trying to lunge at him again only to be avoided. "You are just jealous, knowing when you saw my work that I would be a shoo in to get signed up with a big league science company! You do not want someone getting a head start of you before you decide to show off with your brain just like you show off with your stupid spider powers. I am not losing my ticket to scientific glory and at least after today I will never have to worry about you two bothering me ever again!" Charlie roared again as he charged again but this time he landed on his work table being soaked with the chemicals on it including more of his serum formula.

"That was the rest of the serum batch I made, I don't have enough to make anymore..." Charlie said shocked when he saw it soaking into his clothes and his hands dripping with the chemicals. Peter face palmed realising the Charlie now has another reason to get mad at him and sure enough Charlie somehow managed to become even angrier than he was before.

Peter noticing Missy was still there watching from a distance then yelled at hero to run away to safety, "I have to stop her, can't leave any witnesses..." Charlie said rushing to the burning pot of Vibranium he had. "This can be made into any weapon that I want." Charlie said putting his hand and yelling at the hotness of the material.

"That stuff is too danger to be playing around with..." Missy said and Peter decided that it seemed Charlie's behaviour may get more unstable, especially with whatever was in those chemicals he was soaked with and whatever was in that serum he drank. Peter then went and knocked out Charlie with a punch.

"Go Missy, will talk to you later." Peter told Missy knowing things will get more difficult with Missy knowing about his secret identity. "I have a call to the police to make." Peter told her as they walked out of the warehouse...

*SM:ROTN*

That afternoon Peter was watching the news on TV with Aunt May, " _after following a call from Spider-Man, police had discovered a warehouse filled with various chemicals that were confirmed to have been recently bought by Horizon Labs but stolen during Spider-Man's earlier battle with the Excavator. Found unconscious was young Midtown High school student Charlie Weiderman who was confirmed to have been at Horizon Labs during the battle with the Excavator. Police said the costumed vigilante had told them he had to subdue him due to having unhinged behaviour due to chemicals that he tested on himself. Police have searched the warehouse and found various notes and diagrams in Mr Wiederman's handwriting giving suspicion to that he was behind the chemicals going missing during the incident. Mr Weiderman has been rushed to hospital and Horizon Labs founder and CEO Max Modell says he wants to give a full statement soon but said when he is okay enough he wants Mr Weiderman to understand the gravity of how serious and danger what he was doing._ " Said the news reporter and Peter just sighed and went straight back to his room.

" _I knew Charlie was a troubled kid but I should have helped him more, he is in the hospital being treated for who knows what he put in that serum and he is going to be in big trouble with Horizon over stealing dangerous chemicals and using them without any supervision, plus if the police puts it together he was the one who assaulted Rich..._ " Peter thought feeling like that he wanted to punch something. He then heard a sound from his phone and picked it up seeing that he got a text from Missy.

It basically said she wanted to talk to him when they got to school tomorrow. " _I just hope I can trust missy with this, she was never mean to me and she seemed like a nice girl..._ " Peter thought and then decided to worry about it tomorrow. He then decided to past the time by picking up and reading his copy of Tony Stark's autobiography _A Cheap Trick and a Cheesy One-Liner_.

*SM:ROTN*

At about 2AM in the morning Charlie slowly woke up from his hospital bed and saw he was in some sort of hospital bed. " _How did I get here... oh no..._ " Charlie thought panicking realising what had happened. " _Parker and Kallenback must have given me to the police, what will my parents think and the police will not understand that I was working on some cutting edge stuff! How am I supposed to get a top scientist job now, with this on my record I don't think anyone will ever hire me..._ " Charlie's panic then slowly turned to anger.

" _Parker, Kallenback... THIS IS ALL THEIR FAULT! Parker took me in to play the hero and Kallenback must have wanted some of my research there, they are so going to pay for ruining my life and my future! Parker will not get away with treating me as I am just another criminal to catch for more glory, he will pay for ruining what was going to start the next possible breakthroughs in science: he will pay for ruining my life..._ " Charlie thought getting madder by the second and the machines were showing that. this body heat was going up every second. Then suddenly his skin became very hot and turned an orange cover and he seemed strong enough to be able to get out of bed.

 **I did not want Charlie's condition to be as extreme as it was in the comics story. Yeah the bit which was a gag from Iron Man 3, I just had to use it and part of it was an idea from the Iron Man 3 WMG page on TV Tropes. You know that i was thinking of writing an Avengers story set in this universe, well I maybe writing a pilot chapter soon. Just a month from Jessica Jones's release on Netflix and I can't way to see David Tennant play Kilgrave the Purple Man and judging by the official trailer that was released a short while ago, he just might become quite possibly the most evil villain the MCU has ever or will ever have.**


	9. Charlie is loose?

**Chapter 9: Charlie is loose?**

Charlie getting angrier caused his now turning orange skin to start getting hotter and then managed to send a blast of flame which went through the wall and the staff just barely missed it. Charlie getting up and looked into the wall mirror and was horrified at the sight of his condition. It seemed like that his skin mutated in contact with both the Vibranium liquid and his homemade serum, which was also making his hair fall. " _Parker and Kallenback will pay for causing this to happen to me, first I need to get out..._ " Charlie thought as he went through the wall attacking any night staff that came his way.

He rushed out the entrance door, putting on a hat and coat he took from a rack on his way out of the hospital room and then began running. Running away he was heading to the warehouse he was using but stopped when he saw that it was still swarming with police officers. " _I can't go back there and my house will be the first place they will look, what am I going to do?_ " Charlie asked realising that it seemed his life was wrecked forever.

"Mr Weiderman?" asked a voice and Charlie turned and saw it was Phineas Mason smirking at him. "My name is Phineas Mason and Mr Weiderman I think we have a common foe, I beleive it is your encounter with Spider-Man that is to blame for your condition." Mason asked and the angry look on Charlie's face was all the answer that he needed.

"I think I can help you get revenge on Spider-Man and anyone else that may have wronged you, afterwards you can repay me with some work. What do you say?" asked Mason and Charlie grinned at the idea of someone helping him get revenge on those who was on his hit list.

*SM:ROTN*

Peter did not exactly get a good night sleep and his mood was not all too good after waking up. Getting dressed and going down so he can start going to school he listened to the television news report once again talking about Charlie and he was ignoring it but then paused when the news reporter said "...I am just getting in from the hospital that apparently during the night, Mr Weiderman awoken and had got out..." Peter now looked worried as the reporter was talking about Charlie broke out using some sort of flame abilities and how to contact authorities if you had any information to finding Charlie.

" _Charlie is out not in the best mental or physical condition and what's more, he will blame me and Missy for what happened!_ " Peter thought panicking as he walked to school, expecting his Spider Sense to go off at any second and have to deal with Charlie again. As soon as he reached the entrance of Midtown High, he was pretty much assaulted by Ursula asking him how his date with Missy went.

Throughout the day it seemed that the news of Charlie was the only thing that the students were talking about, it had gotten to the point where the principal on the intercom made an announcement asking that the students be respectful of the flight of their fellow student. When Peter saw Missy she kept making a face which told Peter that she wanted to speak to him but she kept quiet.

It was during lunch time when Missy came to Peter and asked him to talk to him in an empty park of the school. Peter sighed when they got there and Missy said "so, no use ignoring the elephant in the room any longer..." Missy then faced him and asked "so you're Spider-Man?"

Peter was trying not to panick as he slowly said "look... yes but... please Missy you can't tell anyone..." Missy giggled as she put her finger on Peter's lip. "If you want i will tell you the whole story but I got bit by a genetically altered spider and it led to this, I don't know if you are angry at me..." Peter said continuing to talk but puzzled by why Missy reacted to his stuttering like that.

"Peter, you go out and help people so why would I be angry at you and trust me, I know this is something that should be kept as secret as possible." Missy told him and Peter felt reassured but Missy then realised something. "But wait catching that killer Kasady that was really you?" Missy questioned and Peter laughed at this. "I always thought you were a hero, the guy that I had a crush on since you stood up for me..." Missy said looking like she had wanted to say this for a long while.

Peter took a step back at this and after thinking of it kind of realised how he should have figured it out himself with Missy being nervous around him and how she had a hard time talking around him. "Well you did look pretty in that dress on Saturday, give me some time to think about it..." Peter told her and Missy nodded in understanding but did blush at the comment of her having looked pretty.

Peter's mood gotten better the rest of the day but of course something had to spoil that. After school ended he went out on the courtyard and saw several masked people dragging Flash Thompson, Sheila, Rich and Carl King to the back of a van. His eyes widened when he saw the men then dragging a screaming Missy into it and drove off.

" _Just my luck, finding out a girl likes me and said girl gets kidnapped with some of the other students..._ " Peter thought thinking that the men were seriously going to get it if they try and hurt Missy but he had every intention of saving the rest of them even if they were never that nice to him. As the students and parents were calling the police on their phones Peter rushed to get changed into Spider-Man and then he was off chasing the van by web-slinging but the van got a bit of a head start.

So he goes from worried about Missy knowing his secret to worrying about the live of her and the lives of his other classmates, why does it seem when his problems are solved they get replaced by new ones?...

 **I kind of realised in this story Peter spends more time at school thank he does actual superhero work, I think this is something to be rectified in a possible sequel. I also realised Charlie is this story a nerd turned angry vengeful villain is kind of like the Amazing Spider-Man 2 Electro (I like that movie and that is an opinion I will always defend!)**


	10. Final Showdown

**Chapter 10: Final Showdown**

 **2 Hours ago**

Ricky Calusky was grumbling as he sat in his cell at the New York Police Department, his cell was being guarded by several agents of the anti terrorist organisation Strategic Homeland Intervention Enforcement and Logistics Divison or SHIELD for short which was standard procedure for super powered criminals after being arrested so they did not try to escape. His grandparents were there waiting to visit along with their lawyer Janice Lincoln but he did not care about them. All that he cared about was getting out so he could go back to trying to make his old man proud as a super villain.

Then the wall of his cell got blasted open and there were a whole lot of men in suits carrying high tech weapons. "Thanks for the help guys..." Calusky shouted with glee at the men apparently helping him escape and was about to ask them to help him out of the specialised cuffs the SHIELD people put him in only to be grabbed by them. Before any of the police or SHIELD agents were able to stop them the men then threw Calusky in the back of their van and then drove off.

 **Right Now**

Peter did not like it when his arms were tiring him from all the web-slinging he was doing following the van so it slowed him down but the search lead him to an abandoned science building that was once owned by a company called Vistacorp. "Always have to an abandoned something..." Peter muttered to himself as he jumped down and saw that the place was surrounded by cops who seemed to be trying to get in.

One of them noticed Peter and went up to him, the officer was a black haired man and underneath the short sleeve of his left arm Peter could see that he had a skull tattoo. "Hey Spidey, I'm Frank Castle and my kids really like you costumed guys." The officer said greeting the young costumed vigilante. "The guys inside have several kids from the Midtown High School hostage for some reason and they have taken that super powered brat you beat up, the one whose dad is in the Wrecking Crew." Castle told Peter and Peter instantly realised he was talking about Calusky and had a bad feeling about why they were doing this. "Seems that the place's security still works so the doors shut tight but it seems that the top level's windows are normal, something that some super powered punk can break through if he climbs up that high..." Castle said with a smile and Peter instantly could tell what he was implying.

After thanking him Peter ran to the building startling the other officers as he climbed up the building up and then smashed through the window as he climbed into it. He saw that the room was filled with some guards and Mason was there along with Calusky. " _Wait that's the nutjob who calls himself the Tinkerer, I caught him about a month and a half ago or something so why is he doing this? Well no time to think about that now since I have to take care of them and find out from Tinkerer were the prisoners are..._ " Peter wondered and before the guards were able to notice them Peter then got to work attacking them.

Peter managed to knock them all down before they had any chance to use their weapons and Peter lifted Mason up by his throat and asked "okay Tinkerer, where are your prisoners and why are you doing this?" Mason managed to laugh through the hold that Peter had him in.

"You have to find them yourself Spider-Man and I made a new friend called Charlie who does not seem to like those people..." Mason told him and Peter knew that he meant Charlie and thought that he should have realised he would be involved by who was kidnapped. After knocking him out Peter then threw Mason to the wall and used web to stick him there for police later.

Then there was cackling and Peter turn to the door and saw Charlie with all his skin and was now wearing an outfit made of some Unstable Molecules that Mason once managed to steal the formula from the Baxter Building. "I knew that seeing Kallenback taken would take you here Parker." Charlie laughed and Peter glared at him.

"Where are they Charlie, after you tell me and turn yourself in you can get the help you need..." Peter told him but under his mask he was looking scared at the classmate he had tried to befriend. It must have been because of the serum and the Vibranium he came in contact with. Charlie then managed to make a fireball in his hand which he threw at Peter and managed to dodge thanks to his Spider Sense.

"I don't need help, you may have ruined my life but my new powers means that no one will ever pick on me again!" Charlie shouted at Peter charging at him. Before Peter could dodge he managed to grab at Peter and put him into a strong grip. Peter yelled as he managed to feel the heat of the fire in Charlie's grip and before it could melt his clothes Charlie threw him down.

"Now I am much stronger and more powerful than you Parker, I am going to spend some minutes proving it before I end your pathetic live and then the lives of those who ever picked on me including that Kallenback girl, I may never have a normal life again but in my new life I will be the one that is feared and does the picking on..." Charlie told Peter as he was down in a taunting tone of voice. Peter managed to get his head up and glare at him through is mask.

"So you decide you want to be a bully yourself, even pick on people who are trying to help you, trying to be your friend and even blaming people for things that happened because you were stupid enough to meddle with things too dangerous for you to handle." Peter said managing to find his voice and get up. Charlie snapped at this and Peter had to web-sling up to the roof of the room to avoid Charlie up at him.

As Charlie was throwing fireballs at him Peter then went to the wall and then running into the room armed were several police officers. "How did you get in, Mason had the building's security sealed off!" Charlie demanded and the officers made room to let someone through and both Charlie and Peter could not believe who it was...

"Thanks to someone who was able to override any old fashioned security system with his technology." Said the voice of Tony Stark walking in wearing his world famous Iron Man Armor. "Surrender now Mr Weiderman." Tony said sternly facing the super powered teen. Peter stared in wonder at the billionaire scientist and superhero, someone who was one of his all time idols but had to stay focus on the matter at hand.

"...I am strong enough to take you on Stark..." Charlie said aiming his hand at Tony but said it was clear from his voice that he was not feeling as confident and sure of himself as he was pretending to be since he was now dealing with an experienced world famous Avenger. Peter then turned and spotted some sort of freezing chamber machine and got an idea.

Peter sneaked to the machine and opened the door and Tony knew what he was thinking. Tony then aimed his hand at Charlie and hit him with an attack called the Repulsor Blast before Charlie could react knocking him out. Tony then lifted him up with the Armor's strength and threw him into the machine. Peter closed the door and saw that Charlie was getting up then activated the machine. After about half a minute he shut it off and opened the door with Charlie knocked out again and the machine cooled his skin back to normal.

Peter looked down sadly and Tony put a comforting hand on Peter's shoulder. "I think we will have some prisoners to find." Tony told Peter and he gave a slight nod. With the police officers taken care of the men Peter and Tony managed to pry open a locked room with Missy, most of the bullies Peter knew at Midtown and Calusky who was still in the cuffs from before.

Ten minutes later Peter was outside watching the prisoners who were freed and getting checked over by a medical team before being allowed to go home with his parents. Calusky after he was checked was being led to a police van to take him back to the station and he was stopped when he tried to make a break for it. Peter was still feeling quite sad about Charlie but he felt assured that they were okay including Missy.

"Don't worry about the Weiderman kid, the SHIELD agents told me that they are taking him to a special force field cell where he would not be able to break out of and he will be treated to see if they can neutralise his powers. Once that is settled he will be looking forward to some psychiatric evaluations, the legal trouble he is in cannot be ignored but he will be given the mental and physical help he needs. Turns out it is far from the first time a teen gains powers and becomes a super villain so they a procedure for that." Tony told him and he knew that Peter did not seem happier about it. "Some people gets themselves into trouble and sometimes they have to be stopped for everyone else's sake and I think you handled that well. You might be Avengers material one day." Tony told him and Peter could not but be startled by that and then Tony flew off.

Looking at Missy, Peter decided that with the knowledge that Charlie will be getting his help then decided to focus on something else. He then web slinged off to where he put his clothes so he can get changed and be somewhere else...

*SM:ROTN*

Missy had to endure a five minute hug from her mother when she arrived and then she was driving them home. In her seat Missy was thinking that she did not get the chance to thank her saviour Spider-Man or as she knew him as Peter. Once they arrived at the house her mother turned to Missy and startled her daughter when she said "oh look there is that nice Peter lad." Missy saw that it was indeed Peter there waiting for them with his backpack.

Missy's mother told them that she can come on after having a minute with Peter and then went inside. "So Iron Man told me that Charlie will be getting the help he needs but mostly likely will not want." Peter told her and Missy could not help but think that she knew Peter would come to rescue them but was shocked to see Iron Man with him. "So you want to give this dating a try or do you want to wait..." Peter asked and did not even finish his question as Missy pulled him into a kiss to answer. Peter returned it and then Missy said she would see him later and then waved at him as she went inside her home.

*SM:ROTN*

The next morning at eleven in the morning Missy was watching TV at her home remembering that her family had watched her kiss Peter through the living room window and now her sister would be teasing her for who knows how long. She also had to email Ursula to tell her that she was okay. In the morning the news said talked about what happened yesterday with Charlie taking the Midtown High students hostage along with Calusky. They said that Midtown High embarrassed that people managed to kidnap students right off their property would be temporarily closing so they can find better security on their grounds. Sure enough they got a telephone call telling them that.

After changing the channel Missy was now looking at a love news coverage of a battle that Spider-Man was now having with the super villain who went by the Wizard. Missy then smiled as she sat back to watch her new boyfriend in action.

 **Yeah I know that the Punisher is usually a former marine but he had been a cop in the Spider Gwen comic and the Ultimate Universe. Also no, Frank will not become the Punisher in this universe as I feel that he deserves to have a happy life with his family alive in at least one universe. Since Iron Man was in Skin Deep the storyline where Charlie appeared, I decided to give him a role here and it helps that it allowed me to do a little world building and setting it up in case I do an Avengers story set in this universe. Now here is kind of a end-credits scene for a possible sequel:**

Several police officers had come across several masked thugs knocked out in an alleyway. They then noticed spray painted on the walls was the words " **THE NIGHT THRASHER WAS HERE!** "


End file.
